The parties
This agreement is between Jit Singh, a sole proprietor based in Toronto, Ontario, Canada, operating as The Union Hub (the "Operator", "we", "us") and the union, local, federation, or other labour organization that has signed an order form, accepted a quote, or otherwise begun using the service (the "Customer", "you").
Members of the Customer are not parties to this agreement. Their relationship with the Customer is governed by the Customer's bylaws, constitution, and applicable labour law. Their handling of personal information is governed by our Privacy notice.
The service
The Operator provides hosted software (the "Service") that lets the Customer maintain a real-time digital membership record of its members and lets third parties verify a member's status. The current components are:
- The card — a per-member URL that renders the active digital membership card;
- The verifier — a per-member URL that returns the current status to a third party;
- The roster — administrative tools for the Customer to manage its members;
- The audit log — a tamper-evident record of reads, writes, and administrative actions.
We may add features that improve the Service. We will not remove a feature the Customer materially relies on without sixty (60) days' written notice and, where reasonable, an export path.
Access & accounts
The Customer designates one or more administrators. Administrators sign in using passwordless email links or another mechanism we agree on. The Customer is responsible for keeping its administrator email accounts secure and for adding or removing administrators as its officers change.
Members access the Service through the public per-member URL we issue. Members do not register, set passwords, or download an app. The Customer is responsible for distributing the URL to the right person.
Acceptable use
The Service is for the legitimate operation of a labour organization. The Customer must not, and must not permit anyone else to:
- Use the Service to harass, surveil, or retaliate against a member or a non-member;
- Misrepresent a person's membership status;
- Use the Service to compile a list of members for a purpose unrelated to the Customer's labour-relations functions;
- Probe, scan, or attempt to circumvent the rate limits, row-level security, or other security controls of the Service;
- Resell access to the Service without our written consent.
If we believe the Customer is using the Service in a way that puts members at risk, we will tell the Customer immediately and may suspend the offending part of the Service while we resolve it. We will not suspend the verifier without an actual emergency.
Customer data & ownership
The Customer's roster, audit log, and any other personal information processed in the Service is, and remains, the Customer's data. We claim no ownership of it and no licence to use it for any purpose beyond operating the Service for the Customer.
We claim ownership of the Service software, brand, marks, and documentation. The Customer receives a non-exclusive, non-transferable right to use the Service during the term of this agreement. Nothing in this agreement transfers any of our intellectual property to the Customer.
On termination, the Customer is entitled to a complete, machine-readable export of its data within thirty (30) days. Sixty (60) days after termination, we will delete the Customer's data from production systems and queue it for deletion from backups in the ordinary course (not longer than ninety (90) further days).
Fees
Fees are set out in the order form, quote, or other written instrument signed between the parties. Where no document specifies otherwise:
- Fees are in Canadian dollars and exclusive of taxes;
- Invoices are issued monthly in arrears and are due net thirty (30);
- Late amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law;
- We will not increase recurring fees in the first twelve (12) months of any pilot or initial term, and will give sixty (60) days' notice of any subsequent increase.
If the Customer disputes an amount in good faith, the parties will work in good faith to resolve it; we will not suspend the Service for a disputed amount that is being actively discussed.
Term & termination
This agreement begins on the start date in the order form (or the date the Service is first used, whichever is earlier) and continues until either party terminates it. Either party may terminate for convenience on thirty (30) days' written notice. Either party may terminate immediately if the other party materially breaches the agreement and fails to cure the breach within fifteen (15) business days of written notice.
On termination, sections that by their nature should survive — including ownership, confidentiality, liability, and governing law — survive.
Warranties
We warrant that we will provide the Service with reasonable skill and care, in accordance with this agreement, our Security commitments, and applicable Canadian law. Except for that warranty, the Service is provided as is, and we disclaim any other warranties, express or implied, to the extent permitted by law — including any warranty of merchantability, fitness for a particular purpose, or non-infringement.
We do not warrant that the Service will be uninterrupted or error-free, but we do publish operational status at /status.html and we acknowledge that failures of the verifier in particular have direct, real-world consequences for members. Material outages will be the subject of a written incident report.
Liability
Each party's total liability under this agreement is limited to the fees paid or payable by the Customer in the twelve (12) months immediately preceding the event giving rise to liability. Neither party is liable for indirect, incidental, consequential, special, or exemplary damages, even if advised of the possibility of such damages.
The cap above does not apply to: (a) the Customer's obligation to pay fees due; (b) either party's indemnity obligations; (c) breaches of confidentiality; or (d) wilful misconduct or fraud.
Indemnity
The Operator will defend the Customer against any third-party claim that the Service, as provided by us and used in accordance with this agreement, infringes that third party's intellectual property rights, and will pay damages finally awarded against the Customer in such a claim.
The Customer will defend the Operator against any third-party claim arising from (a) the Customer's misuse of the Service in breach of Acceptable use, or (b) personal information the Customer chose to upload that the Customer had no lawful basis to share with us, and will pay damages finally awarded against the Operator in such a claim.
Either party seeking indemnity must notify the other promptly, give sole control of the defence to the indemnifying party, and reasonably cooperate. The indemnifying party may not settle in a way that imposes any non-monetary obligation on the indemnified party without consent.
Confidentiality
Each party will treat the other's non-public information as confidential, use it only to perform this agreement, and protect it with the same care as its own confidential information (and never less than reasonable care). Confidential information does not include information that is already public, independently developed, or lawfully received from a third party without restriction.
Either party may disclose confidential information if required by law, court order, or regulator, provided it gives the other party prompt notice (where lawful) and a chance to seek a protective order.
Changes
We may update these terms. Where the change is purely clerical or in the Customer's favour, the change is effective immediately and we will note it on this page. Where the change materially reduces the Customer's rights or increases the Customer's obligations, we will give thirty (30) days' written notice. The Customer may terminate during that notice period without penalty.
General
Governing law
This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. The parties submit to the exclusive jurisdiction of the courts in Toronto, Ontario, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Notice
Notice to the Operator is effective when emailed to hello@theunionhub.com with confirmation of receipt. Notice to the Customer is effective when sent to the email of an administrator on file.
Assignment
Neither party may assign this agreement without the other party's written consent, except that either party may assign to a successor in connection with a merger, reorganization, or sale of substantially all assets, on prior written notice. The Operator's transition to an incorporated entity is contemplated and shall not require Customer consent, provided the new entity assumes all obligations.
Entire agreement
These terms, together with any order form, the Data Processing Addendum, and the Privacy notice, are the entire agreement between the parties on the subject. They supersede prior discussions. If they conflict, the order form controls, then the DPA, then these terms, then the Privacy notice.
Severability
If any provision of this agreement is held unenforceable, the remainder will continue in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.